Common use of Noninterference Clause in Contracts

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or her, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the business of the Bank or any of its subsidiaries, as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon the termination of Executive’s employment with the Bank. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions set forth in Paragraph 20 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or her. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able valuable to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) non-public financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests interests of the Bank or with the Executive’s duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or her, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty thirty (2030) miles of the primary any office of Executive upon the termination of Executive’s employment with the Bank, or its affiliates (if any). It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions set forth in Paragraph 20 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or her. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s 's employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of the Bank, nor shall the Executive contact or communicate with any other employees of the Bank for the purpose of inducing such other employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” "other employees" shall refer to employees who are still actively employed by or were employed by the Bank within the prior year year, or doing business with, the Bank at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “"Proprietary Information”") pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able valuable to the Bank’s 's business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s 's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s 's existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s 's employees; (vi) the identities of and pricing information about the Bank’s 's suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s 's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s 's employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests interests of the Bank or with the Executive’s 's duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or herhim, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s 's goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s 's goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s 's current and prospective customers, the Bank’s 's current and prospective services, the Bank’s 's business projections and market studies, the Bank’s 's business plans and strategies, the Bank’s 's studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration exchange for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below)whatever reason, the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank's business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s 's employment with the Bank, within twenty (20) a radius of 35 miles of the primary office of Executive upon the termination of Executive’s employment with the BankOshkosh. It is the parties’ ' desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions restriction set forth in Paragraph 20 above are is ancillary to an otherwise enforceable agreement, are is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for This Section creates a narrowly tailored advance approval requirement in order to avoid unfair competition and irreparable harm to the public. The NONINTERFERENCE provisions in this Section D are Bank and is not intended or to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph Paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement this Section may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or herhim. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s 's willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s 's obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s 's employment with the Bank. Executive’s 's obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or her, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon cities in which the termination of Executive’s employment with the BankBank maintains a banking office. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions set forth in Paragraph 20 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or her. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 1510. The Executive hereby acknowledges that, as part of his or her employment with the Bank, he or she will have become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s 's employees. The Accordingly, the Executive agrees to shall maintain the confidentiality of such information. The Executive further covenants and agrees thatinformation and, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at as a result of an action by the insistence Company or the Bank, or as a result of the Bank or a voluntary action by the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees other employee of the Bank, nor shall the Executive contact or communicate with any employees other employee of the Bank for the purpose of inducing such employees of the Bank other employee to terminate their his or her employment with the Bank. For purposes of this covenant, “employees of the Bank” "other employee" shall refer to employees an employee who are still is actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring or was actively employed by the Bank within the six month period immediately preceding such attempted recruiting or hiring. 1611. In The Executive hereby acknowledges that, in his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “"Proprietary Information”") pertaining to, to or arising from, from the business of the Bank Company, the Bank, and its their respective affiliates (if any). The Executive hereby ) and agrees and acknowledges that such Proprietary Information is unique and valu-able valuable to the Company's or the Bank’s 's business and that the Company and the Bank would suffer irreparable injury if this information were publicly disclosed. ThereforeAccordingly, the Executive agrees to shall keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during his employment by the Company or the Bank, that has not been publicly disclosed by the Company or the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (ia) the identities of the Bank’s 's existing and prospective customers or clientscustomers, including names, addresses, credit status, and pricing levels; (iib) the buying and selling habits and customs of the Bank’s 's existing and prospective customers or clientscustomers; (iiic) financial information about the Company or the Bank; (ivd) product and systems specifications, concepts for new or improved products and other product or systems data; (ve) the identities of, and special skills possessed by, the Bank’s 's employees; (vif) the identities of and pricing information about the Bank’s 's suppliers and vendors; (viig) training programs developed by the Bank; (viiih) pricing studies, information and analyses; (ix) current and prospective products and inventories; (xi) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xiij) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xivk) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein under this paragraph 11 shall survive the term of the Employee’s 's employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Company and the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. 1812. The Executive acknowledges that the special relationship of trust and confidence between him or her, and the Bank's customers, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided together with access to and informed of Proprietary Information, which will enable place him or her in a unique position to benefit from the Bank’s 's goodwill and know-how. 19. The Executive also acknowledges that it would be inevitable highly likely that, in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the BankBank or the Company, or which intends to or may compete with the BankBank or the Company, to disclose and/or use Proprietary Information, as well as to he would misappropriate the Bank’s 's goodwill and know-how, how and use the Proprietary Information to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes it is fair and adequate consideration reasonable for the execution Company and the Bank to take steps to protect itself from the risk of the non-solicitation restriction set forth herein. 20such misappropriation. In Accordingly, in consideration for the above-recited valuable consideration, as well as to protect the vital interests of the Company and the Bank described in these NONINTERFERENCE noninterference provisions, the Executive understands and agrees that shall not, during the continuation term of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below), the Executive will not be or become engaged in any way (way, directly or indirectlyindirectly (other than as a passive investor owning less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank's business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s 's employment with the Bank, within twenty (20) miles of the primary office of Executive upon the termination of Executive’s employment with the BankSeminole and Orange Counties, Florida. It is the parties’ ' desire that these restrictions be enforced to the fullest extent allowed by law. 2113. The Executive agrees that the restrictions restriction set forth in Paragraph 20 paragraph 12 above are is (a) ancillary to an otherwise enforceable agreement, are is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 paragraph 12 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for Company and the public. The NONINTERFERENCE provisions Bank and (b) creates a narrowly tailored advance approval requirement in this Section D are order to avoid unfair competition and irreparable harm to the Company and the Bank and is not intended or to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit It is agreed and understood that the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph 12 by engaging in conduct within the geographically limited area from a remote location through means such as telecommunicationstelecommunication, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation competition agreement set forth in this Section D paragraph 12 does not meet the criteria set forth by applicable law, then such agreement paragraph may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or her. 2214. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE noninterference provisions are material conditions to the Bank’s Company's willingness to execute and deliver this Agreement and to provide the Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of the Executive against the Company or the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company or the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 paragraphs 10 and 20, 12 during which the agreements and covenants of the Executive made in such Paragraphs paragraphs are effective, are to be computed by excluding from such computation any time during which the Executive is in violation of any provision of Paragraph 15 paragraphs 10 or 2012. The covenants contained in these NONINTERFERENCE noninterference provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, the Executive’s 's obligations under these NONINTERFERENCE noninterference provisions shall survive the termination of this Agreement and the Executive’s 's employment with the Company or the Bank. The Executive’s 's obligations under these NONINTERFERENCE noninterference provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to the Company or the Bank under general legal or equitable principles, or other Company or the Bank policies.

Noninterference. 1514. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 1615. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able valuable to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) non-public financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 1716. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests interests of the Bank or with the Executive’s duties as an employee of the Bank. 1817. The Executive acknowledges that the special relationship of trust and confidence between him or her, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 1918. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 2019. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e24(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty thirty (2030) miles of the primary any office of Executive upon the termination of Executive’s employment with the Bank, or its affiliates (if any). It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 2120. The Executive agrees that the restrictions set forth in Paragraph 20 19 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 19 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, ; computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, and then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or her. 2221. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 14 and 2019, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 14 or 2019. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able valuable to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests interests of the Bank or with the Executive’s duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or herhim, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon cities in which the termination of Executive’s employment with the BankBank maintains a banking office. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions set forth in Paragraph 20 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or herhim. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the EmployeeExecutive’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. Executive is a party to an Amended and Restated Change in Control Severance Payment Agreement with WestStar Bank dated December 8, 2005. 18. The Executive acknowledges that the special relationship of trust and confidence between him or herhim, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e0(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the business of the Bank or any of its subsidiaries, as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon the termination of Executive’s employment with the Bank. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions set forth in Paragraph 20 0 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 0 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or herhim. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of the Bank, nor shall the Executive contact or communicate with any other employees of the Bank for the purpose of inducing such other employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bankother employees” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year year, or doing business with, the Bank at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. ThereforeThere-fore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or herhim, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon the termination of Executive’s employment with the Bankfollowing Michigan cities/towns: Bloomfield, Bloomfield Hills, Xxxxxxx Hills, Birmingham, Franklin, and Xxxxxxx Farms. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions restriction set forth in Paragraph 20 above are is ancillary to an otherwise enforceable agreement, are is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for This Section creates a narrowly tailored advance approval requirement in order to avoid unfair competition and irreparable harm to the public. The NONINTERFERENCE provisions in this Section D are Bank and is not intended or to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement this Section may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or herhim. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or her, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e0(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the business of the Bank or any of its subsidiaries, as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon the termination of Executive’s employment with the Bank. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions set forth in Paragraph 20 0 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 0 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or her. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 0 and 200, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 0 or 200. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 1513. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 1614. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 1715. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. 1816. The Executive acknowledges that the special relationship of trust and confidence between him or herhim, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 1917. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 2018. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e23(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon cities in which the termination of Executive’s employment with the BankBank maintains a banking office. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 2119. The Executive agrees that the restrictions set forth in Paragraph 20 18 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 18 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or herhim. 2220. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 13 and 2018, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 13 or 2018. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 1516. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year (twelve successive calendar months) subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 1617. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able valuable to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 1718. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests interests of the Bank or with the Executive’s duties as an employee of the Bank. 1819. The Executive acknowledges that the special relationship of trust and confidence between him or herhe, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 1920. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 2021. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years tenure of the Executive’s employment with the Bank, within twenty a Fifty (2050) miles mile radius of the Bank’s primary office place of Executive upon the termination of Executive’s employment with the Bankdoing business, alternatively referred to as its headquarters building. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 2122. The Executive agrees that the restrictions set forth in Paragraph 20 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methodsmethods or yet to be developed technologies. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then then, such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or herhim. 2223. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 15. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of the Bank, nor shall the Executive contact or communicate with any other employees of the Bank for the purpose of inducing such other employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bankother employees” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year year, or doing business with, the Bank at the time of the attempted recruiting or hiring. 16. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. ThereforeThere-fore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 17. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests of the Bank or with the Executive’s duties as an employee of the Bank. 18. The Executive acknowledges that the special relationship of trust and confidence between him or herhim, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 19. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 20. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e), below)whatever reason, the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon the termination of Executive’s employment with the Bank[describe noninterference area]. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 21. The Executive agrees that the restrictions restriction set forth in Paragraph 20 above are is ancillary to an otherwise enforceable agreement, are is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for This Section creates a narrowly tailored advance approval requirement in order to avoid unfair competition and irreparable harm to the public. The NONINTERFERENCE provisions in this Section D are Bank and is not intended or to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement this Section may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or herhim. 22. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.

Noninterference. 1513. The Executive acknowledges that, as part of his or her employment with the Bank, he or she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring. 1614. In his or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valu-able valuable to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his or her employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive. The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed. 1715. The Executive expressly represents that he or she has no agreements with, or obligations to, any party which conflict, or may conflict, with the inter-ests interests of the Bank or with the Executive’s duties as an employee of the Bank. 1816. The Executive acknowledges that the special relationship of trust and confidence between him or her, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his or her employment with the Bank and throughout his or her employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him or her to benefit from the Bank’s goodwill and know-how. 1917. The Executive acknowledges that it would be inevitable in the performance of his or her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. The Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he or she has received substantial, valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein. 2018. In consideration for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions, the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 25(e23(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business of the Bank or the business of any of its subsidiariestheir respective affiliates (if any), as such business has been conducted during the years of the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon cities in which the termination of Executive’s employment with the BankBank maintains a banking office. It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law. 2119. The Executive agrees that the restrictions set forth in Paragraph 20 18 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 20 18 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue hardship for him or her or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law. The Executive understands that his or her obligations under this Section D shall not be assignable by him or her. 2220. The Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. It is specifically acknowledged that the periods following the termination of employment stated in Paragraphs 15 13 and 2018, during which the agreements and covenants of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which Executive is in violation of any provision of Paragraph 15 13 or 2018. The covenants contained in these NONINTERFERENCE provisions will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank. Executive’s obligations under these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to Bank under general legal or equitable principles, or other the Bank policies.